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20-153.00 WVSD No. 363: CARES Act Coronavirus Relief Fund Grant Contract No. 20-153 AGREEMENT BETWEEN THE CITY OF SPOKANE VALLEY AND West Valley School District No.363 of Spokane County,Washington CARES ACT CORONAVIRUS RELIEF FUND GRANT THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington, hereinafter "City" and West Valley School District No. 363 of Spokane County, Washington,hereinafter"Grantee,"jointly referred to as"Parties." WHEREAS,on March 17,2020,the City of Spokane Valley City Council passed Resolution No. 20-005 declaring a public health emergency in Spokane Valley arising from the COVID-19 outbreak; and WHEREAS, Governor Inslee issued Proclamation 20-25, "Stay Home, Stay Healthy" on March 23, 2020, which prohibited all people in Washington State from leaving their homes or participating in social, spiritual, and recreational gatherings of any kind regardless of the number of participants, and all non-essential businesses in Washington State from conducting business,within the limitations therein;and WHEREAS,Governor Inslee issued Proclamation No.20-25.3 on May 4,2020,which established an initial four-phased approach to reopening Washington State;and WHEREAS,Governor Inslee issued Proclamation No. 20-25.4 on May 31, 2020, which creates a transition from"Stay Home, Stay Healthy"to"Safe Start,Stay Healthy"on a County by County basis;and WHEREAS, Spokane County is currently in Phase 2 of the phased reopening plan;and WHEREAS,Grantee is a school district located within the City of Spokane Valley; and WHEREAS,school districts,including Grantee,provide essential public services by educating the youth of the City of Spokane Valley;and WHEREAS,Grantee has faced a significant impact from the COVID-19 pandemic and associated safety measures taken by State and local governments, including but not limited to incurring significant costs for personal protective equipment for staff and teachers,incurring costs related to implementing online learning models, and incurring costs for safety measures within schools to allow in-person education to resume at a future date; and WHEREAS, providing public assistance to school districts, including Grantee, to address unanticipated expenses they have incurred as a direct result of the COVID-19 pandemic will allow them to maximize resources and provide the best possible education for the students within the City of Spokane Valley;and WHEREAS, public resources are necessary to help school districts impacted by the COVID-19 pandemic;and WHEREAS,Section 601(a)of the Social Security Act,as added by section 5001 of the Coronavirus Aid,Relief,and Economic Security Act("CARES Act")(PL 116-136),established the Coronavirus Relief Fund(the"Fund") and appropriated$150 billion under Title V of the CARES Act to the Fund to be used to make payments for specified uses to States and certain local governments; and CARES Act Grant Agreement(West Valley) Page 1 of 9 Contract No.20-153 WHEREAS,the Washington State allocation of Fund resources has been designated to reimburse certain additional local governments in the state for specified expenditures through contracts administered by the State Department of Commerce("Commerce");and WHEREAS,the City entered into an Interagency Agreement with Commerce regarding the Fund for the period March 1, 2020 through October 31, 2020, attached hereto as Exhibit B and incorporated herein(collectively all General Terms, Special Terms and Conditions, and Attachments, the "Commerce Agreement"); and WHEREAS,the City Council of the City of Spokane Valley have allocated a portion of the City's CARES Act funds for school district purposes;and WHEREAS, the City desires to award Grantee a portion of its CARES Act funds to address unanticipated expenses incurred as a direct result of the COVID-19 pandemic for specified allowable expenses,as set forth herein. IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1. Incorporation of Recitals/Exhibits. The recitals and referenced Exhibits are incorporated herein by this reference. 2. Scope of Work. A. Scope of Work. Grantee shall provide all labor,services,and material to satisfactorily complete the Scope of Work, attached as Exhibit A. Grantee may only be reimbursed for expenditures identified in the Scope of Work. B. Commerce Agreement. The Parties agree that Grantee is and shall be a "subrecipient" for purposes of the Commerce Agreement. Grantee shall be subject to all requirements in the Commerce Agreement applicable to subrecipients and the funding under this Agreement, and agrees to comply with all such terms, including providing any documentation required by such terms and compliance and assistance in any and all audit requests related to this Agreement and the Commerce Agreement. All such terms are incorporated by reference herein. Pursuant to the Commerce Agreement, Grantee shall comply with 2 C.F.R. part 200, Subpart F, governing audit requirements for recipients of federal funding. C. Federal Acknowledgement. Funds under this Agreement are made available and are subject to Section 601(a) of the Social Security Act, as amended by section 5001 of the CARES Act, and Title V and VI of the CARES Act. The Grantee agrees that any publications (written, visual, or sound) but excluding press releases, newsletters, and issue analyses, issued by the Grantee describing programs or projects funded in whole or in part with federal funds under this Agreement shall contain the following statements: "This project was supported by a grant awarded by the US Department of Treasury. Points of view in this document are those of the author and do not necessarily represent the official position or policies of the US Department of Treasury. Grant funds are administered by the Local Government Coronavirus Relief Fund through the Washington State Department of Commerce." 3.Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in CARES Act Grant Agreement(West Valley) Page 2 of 9 Contract No. 20-153 effect until completion of all contractual requirements have been met as determined by City. Grantee shall complete its work by October 31, 2020, unless the time for performance is extended in writing by the Parties. Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days'prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by 10 days' written notice to Grantee,including but not limited to withdrawal of funding by Commerce. In the event of termination without breach,City shall pay Grantee for all work and distributions previously authorized and satisfactorily performed prior to the termination date. 4.Reimbursement Payments. A. Agreement Amount. City agrees to pay Grantee the amount set forth in Exhibit A for all services and distributions provided under this Agreement pursuant to Exhibit A. Grantee shall not perform any extra,further,or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. All such services and distributions are payable solely upon a reimbursement basis. B. Allowable Expenses. The Grantee may only be reimbursed for expenditures identified in the Scope of Work,attached as Exhibit A and incorporated by reference. The Grantee's expenditures shall be documented by submittal to the City of invoices or other written documentation evidencing completion of the services identified in Exhibit A. In the event Grantee requests applications for determining distributions, it shall maintain and provide all applications as well. C. Unallowable Expenses. Grantee acknowledges that CARES Act funds cannot be used for the following expenses: payroll, salary, employee or owner compensation, capitalized equipment, travel, office equipment, and computer software, except as necessary for administration of this Agreement and distribution of funds as part of the services identified herein and as necessary as a direct result of COVID-19. 5.Payment and Recapture. A. Payment. Grantee shall be paid upon presentation of an invoice along with any required certification(Exhibit A)to City,provided that all invoices shall be provided no later than October 21, 2020 to allow payments to be processed by October 31,2020. Applications for payment shall be sent to the City Finance Department at the below-stated address. City reserves the right to withhold payment under this Agreement for that portion of the work(if any) which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Work, City standards, City Code, and federal or state standards. The Parties agree that in the event an expenditure is submitted that is ineligible for payment per Exhibit B, it shall not be reimbursed by Commerce or the City. B. Recapture. In the event that Grantee fails to perform this Agreement in accordance with state laws,federal laws,and/or the terms of this Agreement,or if any reimbursement is later found to be in noncompliance with state laws,federal laws,and/or the terms of this Agreement due to Grantee's failure to comply with the terms of this Agreement and/or such laws,the City reserves the right to recapture funds in an amount to compensate the City for noncompliance in addition to any other remedies available at law or in equity. Repayment by the Grantee of funds under this recapture CARES Act Grant Agreement(West Valley) Page 3 of 9 Contract No.20-153 provision shall occur within 60 days of written notice by the City. In the alternative the City may recapture such funds from payments due under this Agreement. 6.Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE GRANTEE: Name: Chelsie Taylor,Finance Director Name: Sam Schweda, Executive Director of Finance Phone:(509)720-5000 Phone:(509)924-2150 Address: 10210 East Sprague Avenue Address:2805 North Argonne Rd. Spokane Valley,WA 99206 Millwood,WA 99212 7.Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Grantee warrants that its services shall conform to all federal, state,and local statutes and regulations. 8. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement,the Grantee certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible,or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public(federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records,making false statements,or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph(A)(2)of this certification;and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions(federal,state,or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this Agreement. 9.Relationship of the Parties. It is understood and agreed that Grantee shall be an independent contractor and not the agent or employee of City,that City is interested in only the results to be achieved,and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of Grantee. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Grantee. The Grantee shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. CARES Act Grant Agreement(West Valley) Page 4 of 9 Contract No. 20-153 10. Ownership of Documents. All drawings,plans,specifications, and other related documents prepared by Grantee under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Grantee under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form of computer files,for the City's use. City shall have unrestricted authority to publish,disclose, distribute, and otherwise use,in whole or in part,any reports,data,drawings,images,or other material prepared under this Agreement,provided that Grantee shall have no liability for the use of Grantee's work product outside of the scope of its intended purpose. 11.Records. Grantee shall retain all applicable records for a period of six years following the date of final payment. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Grantee's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, make excerpts or transcripts from such records,and to make audits of all contracts,invoices,materials,payrolls,and record of matters covered by this Agreement for a period of six years from the date final payment is made hereunder. 12. Indemnification and Hold Harmless. Grantee shall,at its sole expense,defend, indemnify,and hold harmless City and its officers,agents,and employees,from any and all claims,actions,suits,liability,loss, costs,attorney's fees,costs of litigation,expenses, injuries,and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts,errors,or omissions in the services provided by Grantee, Grantee's agents, subcontractors, further subrecipients, and employees to the fullest extent permitted by law,subject only to the limitations provided below. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Grantee and the City, its officers, officials, employees, and volunteers, the Grantee's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Grantee's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Grantee's waiver of immunity under Industrial Insurance,Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. Pursuant to the Commerce Agreement, Commerce and the State of Washington shall not be liable for any claims or damages arising from Grantee's performance under this Agreement. 13.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power, right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party may assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the CARES Act Grant Agreement(West Valley) Page 5 of 9 Contract No. 20-153 other Party. 15. Subcontracts. Except as otherwise provided herein, Grantee shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Grantee may, from time-to-time,receive information which is deemed by City to be confidential. Grantee shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Grantee shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Grantee agrees that it may, at City's request,be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of,or that are related to Grantee's services under this Agreement. Grantee further agrees that an arbitrator's decision therein shall be final and binding on Grantee and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attornev's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified,or altered except in writing signed by the Parties hereto. 20.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted,or granted a present or future gift,favor,service,or other thing of value from any person with an interest in this Agreement. 21.Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement,the Grantee,for itself,its assignees,and successors in interest agrees as follows: A.Compliance with Regulations:The Grantee shall comply with the federal laws set forth in this Section("Acts and the Regulations")relative to non-discrimination in federally-assisted programs, as they may be amended from time-to-time,which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination: The Grantee, with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race,color, or national origin in the selection and retention of subcontractors,including procurements of materials and leases of equipment.The Grantee shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations,including employment practices when the contract covers any activity,project,or program set forth in Appendix B of 49 CFR Part 21. C.Solicitations for Subcontracts,Including Procurements of Materials and Equipment:In all solicitations, either by competitive bidding, or negotiation made by the Grantee for work to be performed under a subcontract, including procurements of materials, or leases of equipment,each potential subcontractor or supplier shall be notified by the Grantee of the Grantee's obligations CARES Act Grant Agreement(West Valley) Page 6 of 9 Contract No. 20-153 under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race,color,or national origin. D. Information and Reports: The Grantee shall provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or Commerce to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of Grantee is in the exclusive possession of another who fails or refuses to furnish the information,the Grantee shall so certify to the City or Commerce, as appropriate,and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a Grantee's noncompliance with the non-discrimination provisions of this Agreement,the City will impose such contract sanctions as it or Commerce may determine to be appropriate,including,but not limited to: 1. withholding payments to the Grantee under the Agreement until the Grantee complies; and/or 2. cancelling,terminating,or suspending the Agreement, in whole or in part. F. Incorporation of Provisions: The Grantee shall include the provisions of paragraphs (21)(A) through (F) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Grantee shall take action with respect to any subcontract or procurement as the City or Commerce may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if the Grantee becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction,the Grantee may request that the City enter into any litigation to protect the interests of the City. In addition,the Grantee may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non-Discrimination Authorities: During the performance of this Agreement, the Grantee agrees to comply with all applicable non-discrimination statutes and authorities;including but not limited to: Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.,78 stat.252),(prohibits discrimination on the basis of race,color,national origin);and 49 CFR Part 21; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601),(prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973,(23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability);and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); CARES Act Grant Agreement(West Valley) Page 7 of 9 Contract No. 20-153 Airport and Airway Improvement Act of 1982, (49 USC §471, Section 47123), as amended,(prohibits discrimination based on race,creed,color,national origin,or sex); The Civil Rights Restoration Act of 1987,(PL 100-209),(Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal- aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems,places of public accommodation,and certain testing entities(42 U.S.C. §§12131- 12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race,color,national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed.Reg. at 74087 to 74100); Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C.§1681 et seq.); Omnibus Crime Control and Safe streets Act of 1968;and The Department of Justice Non-Discrimination Regulations, 28 C.F.R. part 42, Subparts C,D,E, and G, and 28 C.F.R. Part 35 and 39. 22. Business Registration. Prior to commencement of work under this Agreement, Grantee shall register with the City as a business if it has not already done so and if required by law. 23.Severability. If any section, sentence,clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other section,sentence,clause,or phrase of this Agreement. 24. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Work and Certification Form CARES Act Grant Agreement(West Valley) Page 8 of 9 Contract No.20-153 B. Commerce Agreement, including all General Terms, Special Terms,and Attachments The Parties have executed this Agreement this CL day of Ail vS ,20'4. CITY OF SPOKANE VALLEY Grantee: eli7(20216 Mark Calhoun, City Manager By: Sam Schweda Its: Executive Director of Finance APPROVED AS TO FORM: Office of e ity Attorney CARES Act Grant Agreement(West Valley) Page 9 of 9 EXHIBIT A SCOPE OF WORK The West Valley School District No. 363 of Spokane County, Washington (District) shall be entitled to reimbursement for any qualifying expenditure incurred as a direct result of the COVID-19 pandemic incurred from March 1,2020 through October 31,2020 for the following purposes: Public health expenses,including but not limited to safety measures and devices such as shielding and personal protective gear. Reimbursement Amount. The City Council has allocated $135,281 for School Districts and the District may submit expenses up to such amount; provided that the District shall only be guaranteed to receive up to $33,820.25 as its portion of the School District allocation. Any excess amount shall be subject to the City receiving written approval from East Valley School District No.361 and Central Valley School District No.356. Deliverables from the District. 1. The District shall provide documentation, in sufficient detail and in a timely manner, to verify completion of the reimbursable expenses. Documentation shall include vendor invoices reflecting costs for these activities and other appropriate documentation. Documentation shall be for reimbursable expenses only. This reimbursement-based grant can only assist with invoices dated March 1,2020 through October 31,2020. 2. The District shall complete and return the attached IRS FORM W-9,attached as Exhibit 5. 3. The District acknowledges its obligation to abide by the Grant Funding terms. 4. District certifies by entering into this Agreement and submitting any request for reimbursement that the District has not received funding from any other federal,CARES,or related funding source for the reimbursement or for substantially the same purpose. 5. District certifies by entering into this Agreement and submitting any request for reimbursement that the qualifying expense meets all applicable federal requirements,including applicable CARES Act requirements, Treasury Guidelines,the Commerce Agreement,the "WA State Department of Commerce's Coronavirus Relief Funds for Local Governments Program Guidelines," the "Coronavirus Relief Fund Frequently Asked questions" (dated July 8, 2020, or the most current version if a later update is provided), and the "Coronavirus Relief Funds for Local Governments Eligible Cost Test"as follows: i.The expense is connected to the COVID-19 emergency. ii. The expense is"necessary." iii. The expense is not filling a shortfall in government revenues. iv. The expense is not funded through another budget line item, allotment or allocation,as of March 27,2020. v.The expense would not exist without COVID-19 or would be for a"substantially different"purpose. Exhibit A—Scope of Work Page 1 of 1 . i♦. Washington State Department of ii.! Commerce Interagency Agreement with City of Spokane Valley through the Coronavirus Relief Fund for Local Governments For Costs incurred due to the public health emergency with respect to the Coronavirus Disease 2019 (COVID-19) during the period of March 1, 2020 thru October 31, 2020. Start date: March 1, 2020 TABLE OF CONTENTS Special Terms and Conditions 1. Authority 1 2. Acknowledgement of Federal Funding.. 1 3. Contract Management 1 4. Compensation 1 5. Expenses 1 6. Indirect Costs 1 7. Billing Procedures and Payment 1 8. Audit 2 9. Debarment 3 10. Laws 3 11. Order of Precedence 4 General Terms and Conditions 1. Definitions 5 2. All Writings Contained Herein 5 3. Amendments 5 4. Assignment 5 5. Confidentiality and Safeguarding of Information 5 6. Copyright 6 7. Disputes 6 8. Governing Law and Venue 6 9. Indemnification 7 10. Licensing,Accreditation and Registration 7 11. Recapture 7 12. Records Maintenance 7 13. Savings 7 14. Severability 7 15. Subcontracting 7 16. Survival 8 17. Termination for Cause 8 18. Termination for Convenience 8 19. Termination Procedures 8 20. Waiver 9 • Attachment A, Scope of Work 10 Attachment B, Budget& Invoicing 12 Attachment C,A-19 Certification 13 Attachment D,A-19 Activity Report 15 ii FACE SHEET Contract Number: 20-6541C-329 Washington State Department of Commerce Local Government Division Community Capital Facilities Unit Coronavirus Relief Fund for Local Governments 1.Contractor 2.Contractor Doing Business As(optional) City of Spokane Valley 10210 E.Sprague Ave Spokane Valley,Washington 99206-3682 3.Contractor Representative 4.COMMERCE Representative Chelsie Taylor Tryg Hoff P.O.Box 42525 Finance Director Project Manager 1011 Plum Street SE (509)720-5040 (360)725-2779 Olympia,WA 98504-2525 ctaylor@spokanevalley.org Fax 360-586-5880 tryg.hoff@commerce.wa.gov 5.Contract Amount 6. Funding Source 7.Start Date 8. End Date $2,901,600.00 Federal: X State: Other: N/A: March I,2020 October 31,2020 9. Federal Funds(as applicable) Federal Agency: CFDA Number: Indirect Rate(if applicable): $2,901,600.00 US Dept.of the Treasury 21.019 10.00% 10.Tax ID# 11.SWV# 12. UB1# 13. DUNS# XXXXXXXXXXXXXX SWV0018021-00 602251431 N/A 14.Contract Purpose To provide funds for costs incurred due to the public health emergency with respect to the Coronavirus Disease 2019(COVID-19) during the period of March 1,2020 thru October 31,2020.Final invoices must be received by November 15,2020. 15.Signing Statement COMMERCE,defined as the Department of Commerce,and the Contractor,as defined above,acknowledge and accept the terms of this Contract and Attachments and have executed this Contract on the date below and warrant they are authorized to bind their respective agencies. The rights and obligations of both parties to this Contract are governed by this Contract and the following documents hereby incorporated by reference: Attachment"A"—Scope of Work,Attachment"B"—Budget&Invoicing,Attachment "C"—A-19 Certification,Attachment"D"—A-19 Activity Report FOR CONTRACTOR FOR COMMERCE Mark Calhoun,City Manager Mark . Bark ey,A sistant Director, Local Government Division /2 b 24 q/7i5/L',p7,0 Date Date APPROVED AS TO FORM ONLY BY ASSISTANT ATTORNEY GENERAL 05-01-2020. APPROVAL ON FILE. iii SPECIAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS 1. AUTHORITY COMMERCE and Contractor enter into this Contract pursuant to the authority granted by the Interlocal Cooperation Act, Chapter 39.34 RCW. 2. ACKNOWLEDGMENT OF FEDERAL FUNDS Funds under the Contract are made available and are subject to Section 601(a)of the Social Security Act,as amended by section 5001 of the Coronavirus Aid, Relief,and Economic Security Act(CARES Act), and Title V and VI of the CARES Act. The Contractor agrees that any publications (written, visual, or sound) but excluding press releases, newsletters, and issue analyses, issued by the Contractor describing programs or projects funded in whole or in part with federal funds under this Contract, shall contain the following statements: "This project was supported by a grant awarded by US Department of the Treasury. Points of view in this document are those of the author and do not necessarily represent the official position or policies of the US Department of the Treasury. Grant funds are administered by the Local Government Coronavirus Relief Fund thru the Washington State Department of Commerce." 3. CONTRACT MANAGEMENT The Representative for each of the parties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Contract. The Representative for COMMERCE and their contact information are identified on the Face Sheet of this Contract. The Representative for the Contractor and their contact information are identified on the Face Sheet of this Contract. 4. COMPENSATION COMMERCE shall pay an amount not to exceed the contract amount listed on the Face Sheet for the performance of all things necessary for or incidental to the performance of work under this Contract as set forth in the Scope of Work (Attachment A). 5. EXPENSES Contractor shall receive reimbursement for allowable expenses as identified in the Scope of Work (Attachment A)or as authorized in advance by COMMERCE as reimbursable. Travel expenses may include airfare (economy or coach class only), other transportation expenses, and lodging and subsistence necessary during periods of required travel.Contractor shall receive compensation for travel expenses at current state travel reimbursement rates. 6. INDIRECT COSTS Contractor shall provide their indirect cost rate that has been negotiated between their entity and the federal government. If no such rate exists a de minimis indirect cost rate of 10% of modified total direct costs (MTDC)will be used. 7. BILLING PROCEDURES AND PAYMENT COMMERCE shall reimburse the Contractor for eligible Project expenditures, up to the maximum payable under this Contract. When requesting reimbursement for expenditures made, Contractor shall submit all Invoice Vouchers and any required documentation electronically through COMMERCE's Contracts Management System (CMS), which is available through the Secure Access Washington (SAW) portal. If the Contractor has constraints preventing access to COMMERCE's online A-19 portal, a hard copy A-19 form may be provided by the COMMERCE Project Manager upon request. State of Washington Interagency Agreement Version 072019 Department of Commerce Page 1 SPECIAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS The voucher must be certified by an official of the Contractor with authority to bind the Contractor. The final voucher shall be submitted to COMMERCE no later than November 15, 2020. COMMERCE will pay Contractor upon acceptance of services provided and receipt of properly completed invoices, which shall be submitted to the Representative for COMMERCE not more often than monthly. The invoices shall describe and document, to COMMERCE's satisfaction, reimbursable expenditures as set forth under the Scope of Work(Attachment A)and Budget& Invoicing(Attachment B).The invoice shall include the Contract Number as stated on the Face Sheet. Each voucher must be accompanied by an A-19 Certification (Attachment C) and A-19 Activity Report (Attachment D). The A-19 Certification must be certified by an authorized party of the Contractor to certify and attest all expenditures submitted on the voucher are in compliance with the United States Treasury Coronavirus Relief Fund ("Fund") Guidance for State, Territorial, Local, and Tribal Governments: https://home.treasury.qov/system/files/136/Coronaviru s-Relief-Fund-Gu idance-for-State-Territorial-Local- and-Tribal-Governments.pdf The A-19 Activity Report must be submitted which describes, in Excel spreadsheet and narrative form, a detailed breakdown of the expenditures within each applicable budget sub-category identified in the voucher, as well as a report of expenditures to date. COMMERCE will not release payment for any reimbursement request received unless and until the A-19 Certification and A-19 Activity Report is received. After approving the Invoice Voucher, A-19 Certification and Activity Report, COMMERCE shall promptly remit a warrant to the Contractor. Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the Contractor. COMMERCE may, in its sole discretion, terminate the Contract or withhold payments claimed by the Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of this Contract. No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by COMMERCE. Duplication of Billed Costs The Contractor shall not bill COMMERCE for services performed under this Agreement, and COMMERCE shall not pay the Contractor, if the Contractor is entitled to payment or has been or will be paid by any other source, including grants, for that service. Disallowed Costs The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subcontractors. Should the Contractor be found to spent funds inconsistent with federal laws, rules, guidelines,or otherwise inappropriately, it is the responsibility of the Contractor to reimburse Commerce for any amount spent on disallowed costs. 8. AUDIT Contractor shall maintain internal controls providing reasonable assurance it is managing federal awards in compliance with laws, regulations, and provisions of contracts or grant agreements that could have a material effect on each of its federal programs; and prepare appropriate financial statements, including a schedule of expenditures of federal awards. If the Contractor is a subrecipient and expends $750,000 or more in federal awards from any and/or all sources in any fiscal year, the Contractor shall procure and pay for a single audit or a program-specific audit for that fiscal year. Upon completion of each audit, the Contractor shall: State of Washington Interagency Agreement Version 072019 Department of Commerce Page 2 SPECIAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS A. Submit to COMMERCE the reporting package specified in OMB Super Circular 2 CFR 200.501, reports required by the program-specific audit guide (if applicable), and a copy of any management letters issued by the auditor. B. Submit to COMMERCE follow-up and developed corrective action plans for all audit findings. If the Contractor is a subrecipient and expends less than $750,000 in federal awards from any and/or all sources in any fiscal year, the Contractor shall notify COMMERCE they did not meet the single audit requirement. The Contractor shall send all single audit documentation to auditreviewcommerce.wa.qov. 9. DEBARMENT A. Contractor, defined as the primary participant and it principals,certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: i. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. ii. Have not within a three-year period preceding this Contract, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain,or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; iii. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b)of federal Executive Order 12549; and iv. Have not within a three-year period preceding the signing of this Contract had one or more public transactions(Federal, State, or local)terminated for cause of default. B. Where the Contractor is unable to certify to any of the statements in this Contract, the Contractor shall attach an explanation to this Contract. C. The Contractor agrees by signing this Contract that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by COMMERCE. D. The Contractor further agrees by signing this Contract that it will include the clause titled"Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: LOWER TIER COVERED TRANSACTIONS i. The lower tier Contractor certifies, by signing this Contract that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. ii. Where the lower tier Contractor is unable to certify to any of the statements in this Contract, such contractor shall attach an explanation to this Contract. E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, person, primary covered transaction, principal, and voluntarily excluded, as used in this section, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact COMMERCE for assistance in obtaining a copy of these regulations. 10. LAWS The Contractor shall comply with all applicable laws, ordinances, codes, regulations, and policies of local, state, and federal governments, as now or hereafter amended, including, but not limited to: State of Washington Interagency Agreement Version 072019 Department of Commerce Page 3 SPECIAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS United States Laws, Regulations and Circulars (Federal) Contractor shall comply with Uniform Administrative Requirements,Cost Principles,and Audit Requirement for Federal Award, 2 CFR 200, Subpart F—Audit Requirements. Contractor shall comply with the applicable requirements of 2 CFR Part 200, including any future amendments to 2 CFR Part 200, and any successor or replacement Office of Management and Budget (OMB) Circular or regulation. Contractor shall comply with Omnibus Crime Control and Safe streets Act of 1968,Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title II of the Americans with Disabilities Act of 1990, Title IX of the Education Amendments of 1972, The Age Discrimination Act of 1975, and The Department of Justice Non-Discrimination Regulations, 28 C.F.R. Part 42, Subparts C.D.E. and G, and 28 C.F.R. Part 35 and 39. 11. ORDER OF PRECEDENCE In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the following order: • Applicable federal and state of Washington statutes and regulations • Special Terms and Conditions • General Terms and Conditions • Attachment A—Scope of Work • Attachment B—Budget& Invoicing • Attachment C—A-19 Certification • Attachment D—A-19 Activity Report State of Washington Interagency Agreement Version 072019 Department of Commerce Page 4 GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS 1. DEFINITIONS As used throughout this Contract, the following terms shall have the meaning set forth below: A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to act on the Director's behalf. B. "COMMERCE" shall mean the Department of Commerce. C. "Contract" or "Agreement" means the entire written agreement between COMMERCE and the Contractor, including any attachments, documents, or materials incorporated by reference. E-mail or facsimile transmission of a signed copy of this contract shall be the same as delivery of an original. D. "Contractor" shall mean the entity identified on the face sheet performing service(s) under this Contract, and shall include all employees and agents of the Contractor. E. "Personal Information" shall mean information identifiable to any person, including, but not limited to, information that relates to a person's name, health,finances,education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers. F. "State" shall mean the state of Washington. G. "Subcontractor"shall mean one not in the employment of the Contractor, who is performing all or part of those services under this Contract under a separate contract with the Contractor.The terms "subcontractor" and "subcontractors"mean subcontractor(s) in any tier. 2. ALL WRITINGS CONTAINED HEREIN This Contract contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto. 3. AMENDMENTS This Contract may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 4. ASSIGNMENT Neither this Contract, work thereunder, nor any claim arising under this Contract, shall be transferred or assigned by the Contractor without prior written consent of COMMERCE. 5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION A. "Confidential Information"as used in this section includes: i. All material provided to the Contractor by COMMERCE that is designated as"confidential" by COMMERCE; ii. All material produced by the Contractor that is designated as "confidential" by COMMERCE; and iii. All personal information in the possession of the Contractor that may not be disclosed under state or federal law. B. The Contractor shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The Contractor shall use Confidential Information solely for the purposes of this Contract and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of COMMERCE or as may be required by law.The Contractor shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, the Contractor shall provide COMMERCE with its policies and procedures on confidentiality. State of Washington Interagency Agreement Version 072019 Department of Commerce Page 5 GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS COMMERCE may require changes to such policies and procedures as they apply to this Contract whenever COMMERCE reasonably determines that changes are necessary to prevent unauthorized disclosures. The Contractor shall make the changes within the time period specified by COMMERCE. Upon request, the Contractor shall immediately return to COMMERCE any Confidential Information that COMMERCE reasonably determines has not been adequately protected by the Contractor against unauthorized disclosure. C. Unauthorized Use or Disclosure. The Contractor shall notify COMMERCE within five (5) working days of any unauthorized use or disclosure of any confidential information,and shall take necessary steps to mitigate the harmful effects of such use or disclosure. 6. COPYRIGHT Unless otherwise provided, all Materials produced under this Contract shall be considered "works for hire"as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be considered the author of such Materials. In the event the Materials are not considered"works for hire" under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in all Materials,including all intellectual property rights,moral rights,and rights of publicity to COMMERCE effective from the moment of creation of such Materials. "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. "Ownership"includes the right to copyright, patent, register and the ability to transfer these rights. For Materials that are delivered under the Contract, but that incorporate pre-existing materials not produced under the Contract, the Contractor hereby grants to COMMERCE a nonexclusive, royalty- free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works,publicly perform,and publicly display.The Contractor warrants and represents that the Contractor has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE. The Contractor shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials furnished under this Contract, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Contract.The Contractor shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by the Contractor with respect to any Materials delivered under this Contract. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the Contractor. 7. DISPUTES In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following manner: Each party to this Agreement shall appoint one member to the Dispute Board. The members so appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majority prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto. As an alternative to this process, either of the parties may request intervention by the Governor, as provided by RCW 43.17.330, in which event the Governor's process will control. 8. GOVERNING LAW AND VENUE This Contract shall be construed and interpreted in accordance with the laws of the state of Washington, and any applicable federal laws,and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. State of Washington Interagency Agreement Version 072019 Department of Commerce Page 6 GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS 9. INDEMNIFICATION Each party shall be solely responsible for the acts of its employees, officers, and agents. 10. LICENSING, ACCREDITATION AND REGISTRATION The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Contract. 11. RECAPTURE In the event that the Contractor fails to perform this Contract in accordance with state laws, federal laws, and/or the provisions of this Contract, COMMERCE reserves the right to recapture funds in an amount to compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Contractor of funds under this recapture provision shall occur within the time period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this Contract. 12. RECORDS MAINTENANCE The Contractor shall maintain books, records, documents, data and other evidence relating to this contract and performance of the services described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. The Contractor shall maintain records that identify, in its accounts, all federal awards received and expended and the federal programs under which they were received, by Catalog of Federal Domestic Assistance (CFDA) title and number, award number and year, name of the federal agency, and name of the pass-through entity. The Contractor shall retain such records for a period of six(6)years following the date of final payment. At no additional cost, these records, including materials generated under the contract, shall be subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. If any litigation, claim or audit is started before the expiration of the six(6)year period,the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 13. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Contract and prior to normal completion, COMMERCE may suspend or terminate the Contract under the "Termination for Convenience" clause, without the ten calendar day notice requirement. In lieu of termination, the Contract may be amended to reflect the new funding limitations and conditions. 14. SEVERABILITY The provisions of this contract are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the contract. 15. SUBCONTRACTING The Contractor may only subcontract work contemplated under this Contract if it obtains the prior written approval of COMMERCE. If COMMERCE approves subcontracting, the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, COMMERCE in writing may: (a) require the Contractor to amend its subcontracting procedures as they State of Washington Interagency Agreement Version 072019 Department of Commerce Page 7 GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS relate to this Contract; (b)prohibit the Contractor from subcontracting with a particular person or entity; or(c) require the Contractor to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract.Contractor shall incorporate 2 CFR Part 200, Subpart F audit requirements into all subcontracts. The Contractor is responsible to COMMERCE if the Subcontractor fails to comply with any applicable term or condition of this Contract.The Contractor shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a subcontract operate to release or reduce the liability of the Contractor to COMMERCE for any breach in the performance of the Contractor's duties. Every subcontract shall include a term that COMMERCE and the State of Washington are not liable for claims or damages arising from a Subcontractor's performance of the subcontract. 16. SURVIVAL The terms, conditions, and warranties contained in this Contract that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Contract shall so survive. 17. TERMINATION FOR CAUSE In the event COMMERCE determines the Contractor has failed to comply with the conditions of this contract in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before suspending or terminating the contract, COMMERCE shall notify the Contractor in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the contract may be terminated or suspended. In the event of termination or suspension, the Contractor shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive bidding, mailing, advertising and staff time. COMMERCE reserves the right to suspend all or part of the contract, withhold further payments, or prohibit the Contractor from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Contractor or a decision by COMMERCE to terminate the contract. A termination shall be deemed a "Termination for Convenience" if it is determined that the Contractor: (1)was not in default; or(2)failure to perform was outside of his or her control, fault or negligence. The rights and remedies of COMMERCE provided in this contract are not exclusive and are in addition to any other rights and remedies provided by law. 18. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Contract, COMMERCE may, by ten (10) business days written notice, beginning on the second day after the mailing,terminate this Contract, in whole or in part. If this Contract is so terminated, COMMERCE shall be liable only for payment required under the terms of this Contract for services rendered or goods delivered prior to the effective date of termination. 19. TERMINATION PROCEDURES Upon termination of this contract, COMMERCE, in addition to any other rights provided in this contract, may require the Contractor to deliver to COMMERCE any property specifically produced or acquired for the performance of such part of this contract as has been terminated. The provisions of the "Treatment of Assets"clause shall apply in such property transfer. COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by COMMERCE, and the amount agreed upon by the Contractor and COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii) other property or services that are accepted by COMMERCE, and (iv)the protection and preservation of property, unless the termination is for default, in which case the Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree State of Washington Interagency Agreement Version 072019 Department of Commerce Page 8 GENERAL TERMS AND CONDITIONS INTERAGENCY AGREEMENT FEDERAL FUNDS with such determination shall be a dispute within the meaning of the"Disputes"clause of this contract. COMMERCE may withhold from any amounts due the Contractor such sum as the Authorized Representative determines to be necessary to protect COMMERCE against potential loss or liability. The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwise directed by the Authorized Representative, the Contractor shall: A. Stop work under the contract on the date, and to the extent specified, in the notice; B. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the contract that is not terminated; C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized Representative, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; D. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Authorized Representative to the extent the Authorized Representative may require, which approval or ratification shall be final for all the purposes of this clause; E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by the Authorized Representative any property which, if the contract had been completed,would have been required to be furnished to COMMERCE; F. Complete performance of such part of the work as shall not have been terminated by the Authorized Representative; and G. Take such action as may be necessary, or as the Authorized Representative may direct, for the protection and preservation of the property related to this contract, which is in the possession of the Contractor and in which the Authorized Representative has or may acquire an interest. 20. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Contract unless stated to be such in writing and signed by Authorized Representative of COMMERCE. State of Washington Interagency Agreement Version 072019 Department of Commerce Page 9 Attachment A Scope of Work This funding is made available under section 601(a) of the Social Security Act, as added by section 5001 of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") and Section V and VI of the CARES Act,for costs incurred due to the public health emergency with respect to the Coronavirus Disease 2019 (COVID-19). Under the CARES Act, the Coronavirus Relief Fund may be used to cover costs that: 1. Are necessary expenditures incurred due to the public health emergency with respect to the Coronavirus Disease 2019(COVID-19); AND 2. Are not accounted for in the budget most recently approved as of March 27, 2020(the date of enactment of the CARES Act)for the State or government. These funds may be used to reimburse for expenditures incurred during the period of March 1, 2020 thru Oct. 31, 2020. Please note: In order to ensure all funds have been fully utilized prior to the US Treasury's December 30, 2020 end date. the State of Washington must closeout contracts by October 31. 2020. All final requests for reimbursement must be received no later than November 15, 2020. Expenditures must be used for necessary actions taken to respond to the public health emergency.These may include expenditures incurred to allow the local government to respond directly to the emergency,such as by addressing medical or public health needs, as well as expenditures incurred to respond to second- order effects of the emergency,such as by providing economic support to those suffering from employment or business interruptions due to COVID-19-related business closures. Funds may not be used to fill shortfalls in government revenue to cover expenditures that would not otherwise qualify under the statute.Although a broad range of uses is allowed, revenue replacement is not a permissible use of Fund payments. Payments may be used only to cover costs not accounted for in the budget most recently approved as of March 27, 2020.A cost meets this requirement if either: 1. The cost cannot lawfully be funded using a line item, allotment, or allocation within that budget;OR 2. The cost is for a substantially different use from any expected use of funds in such a line item, allotment, or allocation. The"most recently approved" budget is the enacted budget for the relevant fiscal period for the particular government. A cost is not considered to have been accounted for in a budget merely because it could be met using a budgetary stabilization fund, rainy day fund, or similar reserve account. Allowable expenditures include, but are not limited to: 1. Medical expenses such as: a. COVID-19-related expenses of public hospitals, clinics, and similar facilities. b. Expenses of establishing temporary public medical facilities and other measures to increase COVID-19 treatment capacity, including related construction costs. C. Costs of providing COVID-19 testing, including serological testing. d. Emergency medical response expenses, including emergency medical transportation, related to COVID-19. e. Expenses for establishing and operating public telemedicine capabilities for COVID-19-related treatment. 2. Public health expenses such as: State of Washington Interagency Agreement Version 072019 Department of Commerce Page 10 Attachment A a. Expenses for communication and enforcement by State, territorial, local, and Tribal governments of public health orders related to COVID-19. b. Expenses for acquisition and distribution of medical and protective supplies, including sanitizing products and personal protective equipment, for medical personnel, police officers, social workers, child protection services, and child welfare officers, direct service providers for older adults and individuals with disabilities in community settings, and other public health or safety workers in connection with the COVID-19 public health emergency. c. Expenses for disinfection of public areas and other facilities, e.g., nursing homes, in response to the COVID-19 public health emergency. d. Expenses for technical assistance to local authorities or other entities on mitigation of COVID- 19-related threats to public health and safety. e. Expenses for public safety measures undertaken in response to COVID-19. f. Expenses for quarantining individuals. 3. Payroll expenses for public safety, public health, health care, human services, and similar employees whose services are substantially dedicated to mitigating or responding to the COVID- 19 public health emergency. 4. Expenses of actions to facilitate compliance with COVID-19-related public health measures, such as: a. Expenses for food delivery to residents, including, for example, senior citizens and other vulnerable populations, to enable compliance with COVID-19 public health precautions. b. Expenses to facilitate distance learning, including technological improvements, in connection with school closings to enable compliance with COVID-19 precautions. c. Expenses to improve telework capabilities for public employees to enable compliance with COVID-19 public health precautions. d. Expenses of providing paid sick and paid family and medical leave to public employees to enable compliance with COVID-19 public health precautions. e. COVID-19-related expenses of maintaining state prisons and county jails, including as relates to sanitation and improvement of social distancing measures, to enable compliance with COVID-19 public health precautions. f. Expenses for care for homeless populations provided to mitigate COVID-19 effects and enable compliance with COVID-19 public health precautions. 5. Expenses associated with the provision of economic support in connection with the COVID-19 public health emergency, such as: a. Expenditures related to the provision of grants to small businesses to reimburse the costs of business interruption caused by required closures. b. Expenditures related to a State,territorial, local, or Tribal government payroll support program. c. Unemployment insurance costs related to the COVID-19 public health emergency if such costs will not be reimbursed by the federal government pursuant to the CARES Act or otherwise. 6. Any other COVID-19-related expenses reasonably necessary to the function of government that satisfy the Fund's eligibility criteria. State of Washington Interagency Agreement Version 072019 Department of Commerce Page 11 Attachment B Budget&Invoicing The Contractor shall determine the appropriate budget and use of funds within the following 6 budget categories and their sub-categories: 1. Medical 2. Public Health 3. Payroll 4. Actions to Comply with Public Health Measures 5. Economic Support 6. Other Covid-19 Expenses The Contractor shall submit invoice reimbursement requests to the Commerce Representative using the Commerce Contract Management System's (CMS) Online A-19 Portal. Each reimbursement request must include: 1. A-19 Certification form—An authorized party of the local government will certify each invoice(A19) submitted for reimbursement and attest that all incurred expenditures meet the US Treasury Department's guidance: https://home.treasury.aov/system/files/136/Coronavirus-Relief-Fund- Gu idance-for-State-Territorial-Local-a nd-Tribal-Governments.odf 2. A-19 Activity Report 3. A detailed breakdown of the expenditures incurred within each applicable budget sub-category on the A-19 Activity Report. The A-19 Certification and Activity Report templates will be provided with the executed contract. The documents are included in Attachment C and Attachment D for reference. Receipts and proof of payment for costs incurred do not need to be submitted with A-19s. All contractors are required to maintain accounting records in accordance with state and federal laws. Records must be sufficient to demonstrate the funds have been used in accordance with section 601(d)of the Social Security Act. Commerce reserves the right to audit any costs submitted for reimbursement. The Contractor shall comply with Commerce A-19 audits and provide the appropriate records upon request. State of Washington Interagency Agreement Version 072019 Department of Commerce Page 12 • Attachment C �J. ()c(t:trit' 40 Comm. LOCAL GOVERNMENT CORONAVIRUS RELIEF FUNDS CERTIFICATION I,<FIRST,LAST NAME>,am the<TITLE>of<LOCAL GOVERNMENT>,and I certify that: 1. I have the authority and approval from the governing body on behalf of the Local Government to request reimbursement from the Department of Commerce (Commerce)per contract number<COMMERCE CONTRACT NUMBER>from the allocation of the Coronavirus Relief Fund as created in section 5001 of H.R.748,the Coronavirus Aid,Relief,and Economic Security Act("CARES Act")for eligible expenditures included on the corresponding A-19 invoice voucher for report period <REPORT PERIOD FROM A-19>. 2. I understand that as additional federal guidance becomes available,a contract amendment to the agreement between Commerce and the Local Government may become necessary. 3. I understand Commerce will rely on this certification as a material representation in processing this reimbursement. 4. I certify the use of funds submitted for reimbursement from the Coronavirus Relief Funds under this contract were used only to cover those costs that: a. Are necessary expenditures incurred due to the public health emergency with respect to the Coronavirus Disease 2019(COVID-19); b. Were not accounted for in the budget most recently approved as of March 27,2020; and c. Were incurred during the period that begins on March 1,2020,and ends on October 31,2020. 5. I understand the use of funds pursuant to this certification must adhere to official federal guidance issued or to be issued on what constitutes a necessary expenditure. We have reviewed the guidance established by U.S.Department of the Treasurys and certify costs meet the required guidance.Any funds expended by the Local Government or its subcontractor(s)in any manner that does not adhere to official federal guidance shall be returned to the State of Washington. Footnote: I—Guidance available a. • : iz i v. �3 s t a „:,, (4,30,2020) State of Washington Interagency Agreement Version 072019 Department of Commerce Page 13 • Attachment C LOCAL GOVERNMENT CORONAVII2US RELIEF FUNDS CERTIFICATION P:gc2of_ 6. I understand the Local Government receiving funds pursuant to this certification shall retain documentation of all uses of the funds,including but not limited to invoices and/or sales receipts in a manner consistent with§200.333 Retention requirements for records of 2 CFR Part 200 Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards(Uniform Guidance).Such documentation shall be produced to Commerce upon request and may be subject to audit by the State Auditor. 7. I understand any funds provided pursuant to this certification cannot be used as a revenue replacement for lower than expected tax or other revenue collections. 8. I understand funds received pursuant to this certification cannot be used for expenditures for which the Local Government has received any other emergency COVID- 19 supplemental funding(whether state,federal or private in nature)for that same expense. I certify that I have read the above certification and my statements contained herein are true and correct to the best of my knowledge. Printed Name Title Signature Date: State of Washington Interagency Agreement Version 072019 Department of Commerce Page 14 Attachment D CRF A-19 Activity Report INSTRUCTIONS INSTRUCTIONS: A completed CRF A-19 Certification and Activity Report must be submitted with each A-19 reimbursement request The A-19 Activity Report must be submitted as an Excel spreadsheet.not a PDF.You must also include a detailed breakdown of the individual expenditures reported in Column F for each applicable sub-category included on the A-19 Activity Report. There are 6 primary budget categories: 1.Medical Expenses 2. Public Health Expenses 3. Payroll expenses for public employees dedicated to COVID-19 4. Expenses to facilitate compliance with COVID-19-measures 5. Economic Supports 6.Other COVID-19 Expenses Each primary budget category includes sub-categories and provides an option to add other"sub-categories not listed. Follow the below instructions when completing the A-19 Activity Report. 1 REPORT PERIOD-Enter the report period into Cell DI of the A-19 Activity Report. a This should match the report period entered on the corresponding A-19. b Report period should include t 1M/YY to I,IM/YYYY,i.e.03/20,March 2020.03/2020.etc. 2 COLUMN E- Enter the total amount of all previous reimbursement requests submitted to Commerce for each applicable sub-category 3 COLUMN F- Enter the total amount being requested in the current reimbursement request for each applicable sub-category. 4 COLUMN H:USE OF FUNDS-You must include a general description of the use of the funds being requested for each applicable sub-category.Keep descriptions as concise as possible. but include adequate context to demonstrate how these funds helped address the COVID-19 emergency.If applicable.please consider: a Providing a brief description of the specific activities performed. b Identifying specific populations served. c Identifying specific programs created or utilized. d Including any known or intended outcomes,results.or community impacts. 5 OTHER SUB-CATEGORIES-Budget categories 1-5 include a placeholder to add an additional sub-category if necessary. a Enter a Title for other expenses added within the appropriate budget category. b Enter titles into Cells D10. D19, D27. D36.and D-11 c There is only one"other placeholder in each budget category section.Please combine multiple"other"sub- categories added to the same budget category. 6 OTHER BUDGET CATEGORIES-Budget category 6 is where you should include any eligible expenditures that don't fall under budget categories 1-5. a Enter a Title for these"other"expenses within budget category 6 b Enter titles into Cells D44-D48. c There are only 5 entry fields available within Budget Category 6. State of Washington Interagency Agreement Version 072019 Department of Commerce Page 15 ) 0 CS)CD C 0) E c a = o V N Q VC tip; 0 R r1;d 4i1 m' a) c a) r: a) ifx m , w Q T U a) C II C a) 14.__ N N e N N N N N VI N W N N N N N •• VI N N N N , VI VIVI N N M. N VI ... N VsN VIN.I r v 'TT^ 2 r ^ O' n n E_ ' v , m y .:. i ..� ac y g 3' c ait c a: .. c u = c V n.^. E .. 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